


Anal-Themed Spider Pun

by Awseomness



Category: Marvel (Comics), Spider-Gwen (Comics), Spider-Man - All Media Types
Genre: Anal Fingering, Anal Sex, Bottom Gwen, Cis Girl Peni, Cunnilingus, F/F, Girl Penis, Insecurity, No specific version of either character, Pegging, Plot What Plot/Porn Without Plot, Possibly not a version of either character who shows up in either the comics the shows or the movies, Rimming, Rough Sex, Strap-Ons, Top Peni, Trans Female Character, Trans Girl Gwen
Language: English
Status: Completed
Published: 2018-12-29
Updated: 2018-12-29
Packaged: 2019-09-30 00:53:50
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 3,584
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/17214044
Author URL: https://archiveofourown.org/users/Awseomness/pseuds/Awseomness
Summary: Peni's sexual interests are fairly... singular. Gwen knows this, and has been preparing herself for when she would give herself, fully, into her girlfriend's care.Anal ensues.





	Anal-Themed Spider Pun

The hand around Gwen's waist pulled back, knocking her off balance. She caught herself on the wall with both hands, leaving her body vulnerable. The other hand, the one at her stomach, moved up to cover her breast.

“I've wanted to do this for so long!” Peni said behind her. Gwen couldn't see her face, but she could hear her smile, and feel the long kiss Peni placed on the middle of her back. Peni would have kissed her neck if she could reach.

Her hungry hand pawed at Gwen's breast through her shirt. Even through her bra, she found her nipple and gave it a playful pinch. Gwen gasped, and Peni laughed.

“It’s shameful, really.” Peni moved her other hand, the one at Gwen's waist, around to grab a handful of Gwen's butt. “I’ve wanted to have you up against a wall ever since we met. I could play at pure, romantic intentions, but deep down my feelings for you are pure, unmitigated lust.”

“That’s not despicable.” Gwen's voice came out lower and huskier than she had expected. Already, her knees were feeling weak. “I just wish you'd said something sooner.”

Peni took that as encouragement, twisting Gwen's nipple through her shirt and smacking her ass. Gwen cried out, more in surprise than in pain.

In a second, Gwen's arms were over her head and her loose-fitting t-shirt was pulled free from her body. Peni's hands, now touching the bare skin of her torso, wrapped around her in a hug, and she placed another long kiss on Gwen's back. She nuzzled gently into Gwen's torso. “You really are too much, Gwen. You're so soft and beautiful.”

“You really think so?” Gwen's face was already flushed, but she turned a bolder shade of red.

“How could I not?” Peni ran her fingers across Gwen's stomach. “Your skin is so smooth.” Her hands moved higher to run along Gwen's arms to her shoulders. “Your figure is so lithe and graceful.” Her fingers moved once more to brush Gwen's cheek. “And your face is completely bewitching. To say nothing of your voice.”

“Ah!” Gwen's bra fell from her body.

“Or your breasts.” Each of Peni's hands cupped one of Gwen's breasts and massaged them roughly. She took each nipple in her fingers and pulled outward until Gwen cried out again.

Then she put a hand to Gwen's back and pushed her up against the wall again.

“Of course, my favorite part,” Peni took another greedy handful of Gwen's ass, “is your butt.”

Gwen laughed and wiggled her hips, prompting Peni on. “It’s all yours.”

Peni's fingers slipped in between the waistband of Gwen's jeans and the skin of her hips. “Say it again.” It wasn't an order, it was a request.

“My ass,” Gwen arched her back and stuck her butt out, “is all yours. You can do whatever you want with it.”

“I must be dreaming.” As though to test that, she pinched Gwen's butt and smiled when she yelped.

“I think you're supposed to pinch yourself.”

“Oh, but this is so much more fun!” She pinched her again and got another delightful yelp.

Peni crouched down, bringing herself eye-level with Gwen's butt, and took a moment to steel her courage. She had literally dreamed of this moment for what felt like her entire life. Her heart beat double-time in her chest as she moved her face closer and nuzzled into Gwen's denim-clad ass. It was soft and pliable, but firm and perky in just the way she had always imagined it was.

She didn't know how much of that was natural and how much was a result of Gwen's spider-enhanced physiology, that same physiology that made Gwen so much stronger, so much faster, so much more powerful than Peni ever could be outside of her armor. Either way, she marveled at it. It threatened to consume her senses, become all she knew or ever wanted to know. And she would almost be fine with that.

Gwen shifted slightly, jerking Peni out of her daze. That's right, she was the top. And with the power that Gwen was giving her came a responsibility. A responsibility to give Gwen the most pleasurable love-making she had ever received.

Peni took a deep breath, both to focus her mind and to absorb the aroma of Gwen's butt, then pulled her jeans down to her knees. Now, the only thing between her face and Gwen's ass was the thin layer of her sky-blue panties. Peni couldn't help but trail kisses along Gwen's cheeks and running her hands up and down Gwen's thighs.

Her fingers brushed the bottom of Gwen's package. With a smile, Peni followed it up to Gwen's erect member, straining against the cotton confines of her panties.

“Someone’s having a good time.” Peni teased.

Gwen pushed her butt further against Peni's face. “You’re one to talk.”

Peni laughed and ran her fingers along the front of Gwen's penis, her touch only a light tickle. Gwen groaned in her throat and shifted her hips, trying to decide which direction to lean. If she leaned further into Peni's face, she would lose the sensation of her fingers, but if she leaned into her fingers then Peni would win.

She didn't get to decide. Peni took her fingers away to playfully tug at Gwen's panties. She snapped the waistband twice before hiking them up into a wedgie that perfectly framed her butt cheeks. Gwen made little sounds of surprise with each tug to or fro, and Peni was tempted to see just how far those panties could stretch. But she had more pressing matters to attend to.

Slowly, she pulled Gwen's panties down. The blonde's erection came free, as did the milky white of her butt cheeks. But Peni didn't stop there. She brought the underwear, along with Gwen's jeans, down to her ankles.

Gwen stepped out of them, and became acutely aware that she was naked, while Peni behind her was fully clothed. It made her feel vulnerable, exposed. She shivered.

“Are you cold?” Peni asked, running her fingernails over Gwen's left cheek. “Because I could warm you up.”

“I'm fine.” Gwen said. “You just do your thing.”

“I intend to.” Peni grabbed at Gwen's ass and watching as her hand sank into it. She watched, enthralled, as she took her hand away and it bounced and jiggled before finally coming to rest. She raised her hand high and brought it down quickly, smacking it loudly against bare skin. Gwen cried out, but made no move to stop her from doing it again. Her ass bounced more wildly, and when it settled down again there was a pink mark where it had been struck.

Peni leaned forward and kissed that pink mark, entreating a forgiveness that wasn't withheld from her. Gwen was enjoying herself almost as much as she was.

Peni placed more gentle kisses along almost every inch of Gwen's butt before finally feeling brave enough to spread those cheeks and seek her most elusive treasure. Small, pink, and puckered, Gwen's butthole twitched at it’s exposure to the air, or perhaps in anticipation of what Gwen knew Peni had planned for her.

Throwing caution to the wind, Peni buried her face between those cheeks, pressing her nose right up against Gwen's butthole. She breathed deep, filling her lungs full to bursting, and held it for a long time. The smell was earthy. Fleshy. Human. Sweat and skin, and the hint of something less pleasant hidden beneath the smell of lavender soap. She was clean, but Peni suspected that an ass as perfect as Gwen's could never smell less than heavenly to her. When she let out the breath, it was through he nose still pressed against Gwen's butt.

“That tickles.” Gwen whined through smiling lips. She hadn't expected that to turn her on as much as it did. A part of her, one she had never known was there, desperately wanted Peni to do it again.

She was not disappointed. Immediately, Peni took another whiff. She didn't hold it as long, but she let this one out through her mouth in a giddy, breathy laugh.

“Wonderful.” Peni whispered. “Absolutely wonderful.”

Gwen looked away, embarrassed. “Glad you like it.”

Peni ran her tongue from the base of Gwen's scrotum to the top of her butt crack, slowly and smoothly. Gwen shivered in pleasure at this new sensation. Peni giggled at her reaction.

“Th-this is my first time doing… this kind of thing with someone else.” Gwen said, though she cursed at herself for stammering.

Peni nuzzled against her again. “I’ll go slow. And I'll be gentle.”

Gwen nodded, “I trust you.” Peni had saved her ass several times. She knew it was in good hands.

Peni's heart slowed for just a moment, and her smile fell. She rested her head on Gwen's thigh. “Say it again.” It was another request.

“I trust you, Peni.” Gwen smiled. “With my life, and with my ass.”

Peni kissed the inside of Gwen's thigh and whispered, “I won't betray your trust.”

She spread Gwen's cheeks again and trailed kisses along the same line her tongue had traced. The she brought her puckered lips against Gwen's anus. Pecks turned to something deeper as her lips parted, then she involved her tongue, and before long she was passionately making out with Gwen's ass.

All along, Gwen made noises of pleasure as she reveled in these new sensations. She wasn't completely new to backdoor stuff. She'd experimented with fingers and toys, though never so thoroughly as she had lately, preparing herself for this moment. Peni had made her love of anal clear in the early stages of their relationship, and Gwen was willing to do anything for her. Still, none of that prepared her for the pure, unfiltered pleasure of eager and wholehearted anal worship.

“For a vegetarian,” Gwen said through gasps of pleasure, “you eat ass like a pro.” It was corny, but she couldn't resist.

“I’m connected to a spider telepathically.” Peni said, though it took all of her willpower just to remove her mouth long enough to speak. “It’s only natural that I should eat my mates.”

Gwen cracked up, and her laughter turned into moans of pleasure as Peni doubled her efforts. Her tongue worked its way inside of her, coating her insides with saliva. Gwen struggled to maintain enough presence of mind to relax her anus and welcome Peni's tongue inside. Peni eagerly pushed forward, determined to explore and memorize every millimeter her tongue could reach.

Gwen's teeth tightened. She was close, she could feel it.

“Peni?” Her voice came out as little more than a breath.

“Mm?”

“Can I touch myself?”

“Mm-mm.”

Gwen groaned. Was she really going to come just from having her ass eaten? Was that even possible?

It was.

Gwen came, falling to her knees. Peni whined as Gwen's ass came free from her mouth, a trail of spittle connecting the two. She lunged back to it before Gwen had finished her orgasm, and kept eating her until Gwen begged her to stop.

Gwen took a long moment to catch her breath, rolling on to her back. Her penis fell flaccid again as her breathing steadied. Peni watched her, smiling the whole time. Gwen was glistening with sweat, and her cheeks were flushed a rosy pink. In Peni's eyes, she was the most beautiful woman on this or any other Earth.

She looked down her body at Peni and motioned for her to come closer. Peni obliged, crawling on all fours to her head. She leaned down.

“Kiss me.” Gwen whispered.

“Now?” She knew where Peni's mouth had been, didn't she?

“Now.”

Peni tucked her hair behind her ear and leaned down until their lips met. Gwen's mouth was hungry, encouraging Peni's tongue inside, sucking and nibbling on her lips. Peni took the hint and kissed her like she meant it, putting just as much passion as she had into kissing her ass. Gwen, apparently, didn't notice or didn't mind the taste.

Between kisses, Peni whispered, “Are you ready to keep going?”

Gwen held her lips a moment longer before breaking the kiss. “I am.”

Peni nuzzled against her cheek, smiling. “Good. Because I'm not even close to done.”

From somewhere between her breasts, Peni produced a squeeze bottle of lubricant, warmed up by her body heat. She helped as Gwen rolled onto her stomach, then pushed herself up on her hands and knees.

She couldn't help herself from planting tiny kisses on Gwen's butt as she drizzled the lubricant over the top of her butt crack and watched with unmasked delight as it slowly flowed down. Gwen hummed in pleasure, her ass still sensitive from Peni's masterful ministrations.

“You’ve been practicing?” Peni checked.

“I’m up to an inch and a half around.” Gwen said. She'd gotten to two inches before, but it had hurt.

Peni grinned. “Impressive. But we’ll go slow just in case.”

Gwen felt Peni's middle finger press against her hole, and she allowed it inside. Peni's fingers were smaller than her own, but more skilled, more dexterous, and definitely more eager. Gwen's member stiffened in response, as Peni worked all three knuckles inside of her.

Peni wasn't interested in pumping in and out. Instead, she kept the finger all the way in and massaged the hot anal walls surrounding it. She only brought the finger out to further lubricate it and bring more slick fluid inside of her.

Slowly, Peni worked a second finger inside of her. She brushed against something, and Gwen gasped. Peni stopped, and brought her fingers back to that same place to Gwen's obvious delight. There was something there that felt different. About the size of a walnut.  
That's right! It must have been Gwen's prostate.

Gwen moaned loudly and one of her arms gave out. She fell onto her elbows, keeping her ass propped up in the air.

“I forgot you had one of these.” Peni teased. “I feel a little dumb. But I'm loving your reaction.”

Gwen didn't respond. She couldn't speak. She could only moan.

Peni lubed up her other hand and fondled at Gwen’s balls, then moved to stroke at Gwen's penis. She stroked down to the head, then brought her hand away, returning to the base and stroking down again, almost like she was milking her.

“You’re already close, aren't you?” She asked, stroking her shaft and absentmindedly massaging her prostate.

Gwen nodded.

Peni removed her hands and Gwen whined, rocking her hips back to try to make contact again. She was so close.

“Ah ah ah.” Peni scolded her, then lifted her skirt. The toy she had strapped on was modest, at least by Gwen's standards. Five inches long, one inch in diameter.

As Peni started to lube up her strap-on, Gwen wiggled her hips, encouraging her to hurry and get back to touching her. Peni wanted nothing more, but she was diligent in making her false phallus as slick as possible. This would be their first time, and it had to go perfectly.

After what felt to Gwen like a lifetime, Peni spread her cheeks and pressed the head of her strap-on against Gwen's waiting butt hole. “Are you ready?”

“Please.” Gwen whined.

“My pleasure.” Peni worked it in slowly, not stopping until she was in all the way up to its base. She held it there, letting Gwen get used to the feeling.

Gwen felt full. It wasn't a new sensation, but it wasn't one she was completely accustomed to either. It felt good. And as Peni started to make noise behind her, she knew she was enjoying it too.

After a moment, Peni rolled her hips in a circle, stirring up Gwen's insides. It felt like an itch being built up inside of her, every time that rubber dick rubbed down against her.  
Peni took a moment to slip slowly out of her, just until only the tip remained. She poured more lubricant on it, then moved it back in, loving every second of sensation and every sound that escaped Gwen's lips. It was just as amazing as she had always imagined.

“I'm going to pick up the pace.” She warned.

“Gimme all you got.”

Peni kept up the circular motion of her hips even as she started pumping in and out, slowly at first, but with more and more velocity each thrust. Her fingernails dug into the skin of Gwen's ass, marking her almost certainly.

One of her lubed-up hands snaked around to Gwen’s front and grabbed her dick. Gwen might have gasped if it were at all possible for her to make more noise than she already was. Peni was bent over Gwen's ass, not even pulling out halfway before slamming her hips forward again. Her grip on Gwen's penis was tight, and she pumped it with the same vigorous enthusiasm as she used to plow Gwen's ass.

The sensation was intense on all fronts. Gwen was in heaven. She almost didn't register when Peni's other hand reached up to pull at her nipple. It all built up to the most intense orgasm of her life, and she came screaming and bucking and, when Peni finally stopped thrusting into her, collapsing in a limp heap on the floor.

She didn't know if Peni came as well. She hoped so, but any noise Peni might have made had been covered by her own scream.

Peni didn't seem interested in any of that. Breathing heavily, sweating visibly, she was staring with an exhausted smile at Gwen's gaping asshole. She lied down on her stomach and nuzzled again into Gwen's cheeks, kissing it gently and rubbing a finger along the Ring of Gwen's anus.

“Now that,” she said, between breaths, “is a well-fucked ass.”

Gwen's butt twitched, but didn't close. “How long does that last?”

“About an hour.”

Gwen sighed. “Jesus Christ.”

She pushed herself weakly to her knees, then stood and reached down to help Peni up.

“Are you sure you should be standing?” Peni asked, even as she Rose to her own feet.

“Proportionate stamina of a spider.” Gwen said. “I’ll be fine.”

Peni fumbled with the buckles on her strap-on, and it fell away with a wet sound. Peni's vagina, bloomed and glistening, was only visible for a moment before her skirt fell back down over it. The corner of Gwen’s mouth twitched up and she took Peni's wrist.

She led Peni to her bedroom and sat her down on her bed. Peni looked confused, even as Gwen knelt in front of her and lifted her skirt.

“Gwen?”

Gwen shushed her. “I really want to eat you out right now. That's fine, right?”

Peni blushed and covered her face. “I suppose.”

Gwen laughed. “Are you embarrassed? How can you be embarrassed right now? My asshole is still hanging open thanks to you.”

“That’s different! It's one thing to give. It's another thing to receive.”

“That’s adorable.” Gwen leaned forward and kissed at Peni's inner thigh. It was slick and slightly acidic, not quite sour. Girl cum.

She ran her tongue upward along her leg, inching closer to her target, then stopped just short of it and turned to do the same on Peni's other leg. Peni hummed in frustration, and Gwen glanced up to see her blushing bright red. Quite the turnaround from how she acted just minutes earlier. Gwen smiled and finally made contact with Peni's vagina, dragging her tongue from the bottom to the top.

Peni moaned through closed teeth, like she was ashamed of making noise. Gwen wanted to hear more. She kissed at the top and used her tongue to uncover Peni's tiny clitoris. Peni yelped, then, and fell onto her back. As Gwen licked and prodded at her clit, she brought a hand up to tickle slightly at the folds of her vagina. At each touch, Peni moaned again, high pitch and strangled as she tried to keep the sound inside.

Gwen latched her mouth around Peni's clitoris and slipped her finger inside. She suckled gently with her mouth, and Peni wrapped her legs around Gwen's head, holding her in place. Gwen slipped a second finger inside of her, wiggling both in an alternating motion. With each suckling kiss, Peni tightened her hips, pushing herself harder against Gwen's face and hand.

She came quickly, but Gwen didn't stop until her legs fell, draping over Gwen's shoulders.

Gwen crawled into the bed, looming over Peni's smaller form, and leaned down to kiss her, mingling their saliva with the taste of Peni's orgasm.

“Undress.” Gwen said when their kiss broke.

Peni, who did not have the proportionate stamina of a spider, and did not think she had another round in her, looked worried. “What for?”

“I like to cuddle naked after sex.” Gwen sat up and tugged Peni's top over her head. “Now strip.”

Peni lazily removed her skirt and in a moment the two were under the covers lying in each other’s arms.

“So…” Peni whispered, not looking at Gwen's face, “now you know how far I want to go. You don't hate me, now… do you?”

Gwen kissed Peni's forehead. “Of course not. That was easily the best I've ever had. And besides… I love you, Peni.”

Peni smiled and nuzzled into Gwen's chest. “Say it again.” It wasn't an order, it was a request.

Gwen took her face in her hands and made eye contact. “I love you, Peni Parker.”

They kissed. 


End file.
